Alenia Spazio, S.P.A. v. Reid, 14-03-00366-CV.

Citation130 S.W.3d 201
Decision Date23 December 2003
Docket NumberNo. 14-03-00366-CV.,14-03-00366-CV.
PartiesALENIA SPAZIO, S.P.A. and Finmeccanica, S.p.A., Appellants, v. Dennis A. REID, Appellee.
CourtCourt of Appeals of Texas

George W. Vie, III, Galveston, TX, John P. Cooney, New York City, for appellants.

Anne M. Pike, Michael Ernest Richardson, Houston, TX, for appellees.

Panel consists of Justices EDELMAN, FROST, and SEYMORE.

MAJORITY OPINION

KEM THOMPSON FROST, Justice.

Appellants Alenia Spazio, S.p.A. and Finmeccanica, S.p.A. (collectively, the "Italian Companies") bring this interlocutory appeal from the trial court's order denying their special appearances in a lawsuit filed by appellee Dennis A. Reid ("Reid"). We reverse the trial court's order and remand with instructions to dismiss the claims against the Italian Companies for lack of personal jurisdiction.

I. Factual and Procedural Background

Reid, a Canadian citizen, brought the underlying suit asserting a host of derivative claims against several defendants, including the Italian Companies—two foreign-resident corporations organized under the laws of Italy and having their headquarters and principal places of business in Rome, Italy. The claims involve an alleged business venture for the commercialization of Russian satellites and orbital slots.

The dispute arose from Russia's need to replace several obsolete satellites to avoid losing certain of its geosynchronous orbital slots. The Russian Satellite Communications Company ("RSCC") was responsible for allocating and licensing Russian satellite communication frequencies. Dr. Valery Aksamentov, a Russian space scientist who lived and worked in Houston, Texas, learned from a relative who worked for RSCC that Russia might lose certain orbital slots because it could not afford to replace several obsolete satellites. After learning about this situation, Aksamentov developed a plan to commercialize these orbital slots and then, with funding from outside Russia, build, launch, and operate new satellites to maintain them. This plan was called the Gorizont Satellite Replacement Program ("Plan"). Aksamentov worked with RSCC to obtain approvals from the Russian government to commercialize these orbital slots. In 1997, Aksamentov and others formed U.S. Russian Telecommunications, L.L.C. ("USRT"), a Delaware limited-liability company, to further develop the Plan, which included the launching and building of satellites to fill the orbital slots.

According to Reid's pleading, in 1997, USRT and the Italian government began discussing funding for the Plan. Admiral Giorgio Capra of the Italian Navy was present during these discussions. Capra soon brought the Alenia Spazio division of Finmeccanica, S.p.A.1 into the discussions. Communications concerning a potential business relationship between Alenia and USRT ensued. Phone calls were made and faxes were sent between Alenia in Italy and Aksamentov at his home in Houston. Reid alleges that in December of 1997, an oral joint venture was created between USRT and Alenia at a meeting in Rome. In January of 1998, representatives of USRT and Alenia met in Moscow. That same month, two Alenia representatives spent one day in Houston negotiating a Memorandum of Agreement ("MOA"). A representative of Alenia signed this MOA ("January 27, 1998 MOA") in Italy.

RSCC transferred its control of the orbital slots to Inspace, another Russian company, in the spring of 1998. In April of the same year, USRT, Alenia, and Inspace signed an MOA, the first signed by these three parties, in which they outlined various concepts that might be used to develop and implement the Plan; however, this MOA stated that "[e]xcept as to the confidentiality provisions of Section 6 which is meant to be binding, this Memorandum is expressly acknowledged to be an aid to further discussions between the Parties and neither creates nor implies the existence of any contractual rights or obligations among the Parties as to the subjects addressed herein."

Shortly thereafter, Alenia and USRT signed another MOA ("May 12, 1998 MOA") which expressly superseded the January 27, 1998 MOA. The May 12, 1998 MOA contained a provision choosing the laws of the United Kingdom and providing that London would be the place for arbitration of any disputes between the parties. The May 12, 1998 MOA stated that, upon the execution of a legally enforceable contract and upon acquiring sufficient financing, Alenia would purchase fifty percent of the equity of USRT. However, any obligations that might have existed under the May 12, 1998 MOA were expressly conditioned on the acquisition of credit facilities for $450 million and $100 million. Reid alleges in his petition that this funding was never obtained, and the Italian Companies agree that this is correct.

On May 15, 1998, Alenia, USRT, and Inspace signed an MOA ("May 15, 1998 MOA") that superseded the April 1998 MOA. This MOA stated that "[e]xcept as to [certain confidentiality and exclusivity provisions] which are meant to be binding [sic] this MOA is expressly acknowledged to be an aid to further discussions among the Parties in order to reach binding, final agreements on the subject matter hereof and neither creates nor implies the existence of any contractual rights or obligations among the Parties as to the subjects addressed herein." In May of 1998, Aksamentov faxed a letter to Alenia requesting a $100,000 advance of a $500,000 loan to cover USRT operating costs. Alenia subsequently wired $50,000 to a bank in Pennsylvania to be forwarded to a USRT account. Alenia's wiring instructions indicated that USRT had a Roswell, Georgia address, but USRT produced a USRT account that reflects a $50,000 credit, and shows a Houston, Texas address.

According to Aksamentov, the "Italians" recommended that USRT should be wholly owned by an Italian citizen to increase the chances of funding from the Italian government. Reid alleges that USRT was sold in October of 1998 to USRT Holdings, L.L.C., a Delaware company owned by Capra (then retired from the Italian Navy). According to Reid, USRT was purchased for $300 million, to be paid from future revenues earned by USRT in the alleged joint venture. Aksamentov was chairman of the board and chief executive officer of USRT before its sale; after the sale, he remained chairman of the board but was chief operating officer for Russian Affairs rather than chief executive officer. Reid alleges that Capra became the chief executive officer after the sale. Later, in March of 1999, Aksamentov resigned from all of his positions with USRT. Reid was appointed chief financial officer of USRT after its acquisition, and Jon Reed was made its president. Capra gave a five percent ownership interest in USRT Holdings to each. Reid later acquired Reed's five-percent interest.

Reid claims that in May of 1999, Davide Siniscalchi, USRT's chief operating officer, told him about a meeting that had taken place in Rome on May 19, 1999, between Capra and Giuseppe Viriglio of Alenia, during which the two men allegedly discussed a proposal in which USRT would transfer its rights in the alleged joint venture to Alenia in exchange for Alenia "issuing" a lump sum payment of between $20 million and $30 million as well as unspecified future compensation to Capra, Siniscalchi, Reed, and Reid. Reid contends this arrangement would have allowed USRT to avoid financial obligations to its former members by ensuring that USRT did not earn any income from the alleged joint venture. Reid asserts that he and Reed both refused to participate in this proposal and were fired in August of 1999. Reid alleges Alenia later terminated the May 12, 1998 MOA and the alleged joint-venture agreement on grounds that implementation of the Plan was too remote and unlikely.2 The record shows that, on December 20, 1999, Alenia sent a letter to Siniscalchi stating that the May 12, 1998 MOA was no longer in effect and indicating that there was no relationship between USRT and Alenia regarding the Plan. Reid alleges the first replacement satellite was launched in late 1999, with financing from Alenia, but without USRT involvement. Reid also contends additional satellites have since been launched and are being developed.

Reid filed derivative claims on behalf of USRT and USRT Holdings, L.L.C. against the Italian Companies, Siniscalchi, and Capra. These claims relate to the alleged joint-venture agreement.3 The Italian Companies filed special appearances contesting personal jurisdiction. After a hearing at which no additional evidence was presented, the trial court denied the special appearances. By this interlocutory appeal, the Italian Companies now challenge the trial court's decision.

II. Standard of Review

Whether the Italian Companies are subject to personal jurisdiction in Texas is a question of law subject to de-novo review. BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex.2002). The trial court did not issue any findings of fact or conclusions of law. Therefore, all facts necessary to support the trial court's ruling and supported by the evidence are implied in favor of the trial court's decision. Id. at 795. Parties may challenge the legal and factual sufficiency of these implied factual findings. Id. In conducting a no-evidence analysis, we review the evidence in a light that tends to support the disputed findings and disregard all evidence and inferences to the contrary. Lee Lewis Constr., Inc. v. Harrison, 70 S.W.3d 778, 782 (Tex.2001). If more than a scintilla of evidence exists, it is legally sufficient. Id. More than a scintilla of evidence exists if the evidence furnishes some reasonable basis for differing conclusions by reasonable minds about a vital fact's existence. Id. at 782-83.

When reviewing a challenge to the factual sufficiency of the evidence, we examine the entire record, considering both the evidence in favor of, and contrary to, the challenged...

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